Bylaws of the National, District 
and Local Exchange Clubs

 

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TABLE OF CONTENTS

NATIONAL

 

Article

Name

 

I Purposes  
II Powers  

III

Membership  
IV Collegiate Exchange Clubs  
V Excel Clubs and Junior Excel CLubs  
VI Business Leads/Networking Clubs  
VII Suspension or Revocation of Charters  
VIII National Officers  
IX National Board of Directors  
X Executive Committee  
XI Executive Vice President  
XII

Conventions

 
XIII Nomination and Election of Officers and Directors  
XIV Regions  
XV Districts  
XVI Committees  
XVII Fiscal Matters  
XVIII Name, Emblem and Motto  
XIX Other Administrative Matters  
XX Official Publication  
XXI Parliamentary Authority  
XXII Amendments  
XXIII Masculine and Feminine Gender  

 

 

LOCAL

 

Article

Name

 

 

I

Purposes
 

II

Powers
 

III

Relationship
  IV Membership 
  V Election of Members
  VI Officers
  VII Board of Directors
  VIII

Executive Committee

  IX Conventions
  X Committees
  XI Fiscal Matters
  XII Dues
  XIII Emblem and Motto
  XIV Meetings
  XV Other Administrative Matters
  XVI Official Publication
  XVII Parliamentary Authority
  XVIII Amendments
  XIX Masculine and Feminine Gender
       
       
       

DISTRICT

 

Article

Name

 

 

I Purposes  
II Powers  
III Relationship  
IV Membership  
V Divisions  
VI Officers  
VII Board of Directors  
VIII Executive Committee  
IX Conventions  
X

Nomination and Election of Officers and Directors

 
XI Revenue  
XII Dissolution  
XIII Committees  
XIV Fiscal Matters  
XV Other Administrative Matters  
XVI Official Publication  
XVII Parliamentary Authority  
XVIII Amendments  
XIX Masculine and Feminine Gender  
 

 

 

BYLAWS OF THE NATIONAL EXCHANGE CLUB

 

PREAMBLE

These are the Bylaws of The National Exchange Club, a Not-for-Profit Corpora­tion or­ganized under the laws of the State of Ohio, and operating for the purposes herein­after set forth.

 

 

ARTICLE I

Purposes

 

Section 1.  The purposes of The National Ex­change Club are:

A.     To charter clubs, not-for-profit, through­out the United States of America and its Territories.

B.      To educate, improve and/or develop the capabilities of its members.

C.     To encourage, promote and super­vise Ex­change Clubs.

 

ARTICLE II

Powers

 

Section 1.  The management and policies of The National Exchange Club are under the direc­tion of and vested in the National Board of Di­rectors, which possesses power for the enforcement of these Bylaws, the Standard and Alternate Forms of District Bylaws, and the Standard Form of Bylaws for Local Exchange Clubs.

 

 

ARTICLE III

  Membership

 

Section 1.  The National Exchange Club. Mem­bership in The National Exchange Club shall be composed of:

A.     Chartered Exchange Clubs (repre­senta­tion by the Club President).

B.      Past National Presidents in good standing in a club in good standing.

C.     National Officers and other mem­bers of the National Board of Di­rectors.

D.    Members of the National Committee on Jurisprudence and Laws.

E.      District Presidents.

Section 2.  District Organizations. Mem­ber­ship in District Organizations shall be composed of: Clubs within the district as defined by the National Board of Directors.

Section 3.  Exchange Clubs. Membership in the local Exchange Clubs shall be com­posed as follows:

A.     Active Members - Elected in accor­dance with the club's Bylaws as ap­proved by the National Board of Di­rectors.

B.      Active Honorary Members - Any Active Member who performs a special service for or to the club may be elected by the club's Board of Directors as an Active Honorary Member in recognition of the spe­cial services performed. An Active Honorary Member shall be entitled to all rights and privileges of mem­bership.

C.     At-Large Members - An Active, Ac­tive Honorary, or Life Member may apply to the club's Board of Direc­tors for At-Large status when the member is unable to attend regular club meetings. An At-Large Mem­ber shall be entitled to all rights and privileges of membership in­cluding the right to vote and rep­resent the club, but may not hold of­fice. An At-Large Member must possess the same qualifications as an Active Member. At the At-Large Member's request, the member may revert back to his/her for­mer cate­gory.

D.    Life Member - Any Active, Active Honor­ary or At-Large Member may be granted by, or apply to, the club's Board of Directors for Life Mem­bership pro­vided:

(a)     the member has been a member of one or more clubs for a total of at least twenty (20) years; or

(b)    the member is sixty-five (65) years or older and has been a member of one or more clubs for at least fifteen (15) years.

A Life Member shall be entitled to all rights and privileges of mem­bership. Upon election to Life Membership, the club shall remit to The National Ex­change Club the sum as provided for in Article XVI of these Bylaws.

E.      Honorary Member - The club shall have the right to elect a person who has never been a member of an Ex­change Club as an Honorary Mem­ber provided the indi­vidual shall have distinguished him­self/herself and assisted Exchange in its pur­poses. An Honorary Member shall not have the right to vote or hold of­fice, and shall not be required to pay an adminis­trative fee, joining fee or club dues. The National Board of Directors shall set qualifications for Honorary Mem­bers. The club shall pay per capita dues as outlined in Article XVII of these Bylaws.

F.      Business Member – Any business entity (partnership, corporation, or LLC) in a community that supports the mission of Exchange may apply to the Club's Board of Directors for a Business Membership.  Each Business Member shall designate a primary contact from the business to receive communications from the club and attend club meetings.  Each Business Member shall also be entitled to designate up to two additional persons from the business who may attend club meetings. Only the primary contact from the business shall be allowed to vote or hold office. Any additional designated person or persons from the business shall not have the right to vote or hold office.

The National Board of Directors shall have the power to establish such terms and conditions for a Business Member classification.

Section 4.  Membership in local char­tered clubs or clubs functioning under the temporary authority of the National Presi­dent shall consist of individuals of good character and community standing residing or having other community in­terests within the territorial limits of the respec­tive club. Members who are under the age of 18 in local chartered clubs, or clubs functioning under the authority of the National President, cannot serve as District or National Officers.

Section 5.  Membership in a chartered club may be had by transfer or reinstate­ment, provid­ing said member was in good standing at the time of relinquishing mem­bership in the original club.  Transfer must be approved by the new club within sixty (60) days of relinquishing member­ship in the original club.  Transfer and reinstate­ment of membership in all cases are subject to the applying member having been duly elected and accepted in accordance with the Bylaws of the club.

Section 6.  Membership may also consist of college students/faculty members of good character within the ter­ritorial limits of a Collegiate Ex­change Club. These students/faculty mem­bers shall have the same rights and privi­leges as other members of local Exchange Clubs.

Section 7.  Membership may also consist of Excel Club and Junior Excel Club members of good character within the community having primary, middle school, and/or high schools.  These members shall have the same rights and privileges as other members of local Exchange Clubs, except these members cannot serve as District or National Officers.

Section 8.  Associate Member – A person may be eligible for Associate Membership if he or she resides in an area where an Exchange Club in good standing does not exist within a twenty-five (25) mile radius or is a previous member of an Exchange Club and has not been a member during the past three years..  The Associate Member shall apply to The National Exchange Club for membership.  An Associate Member shall not have the right to vote or hold office. 

The National Board of Directors shall have the power to establish such terms and conditions for an Associate Member classification.

Section 9. Family Membership – Active members may be eligible for Family Membership and shall be entitled to all rights and privileges of membership. Individuals in a member's same household, including dependent college students, may qualify.

The National Board of Directors shall have the power to establish such terms and conditions for Family Membership.

 

 

ARTICLE IV

Collegiate Exchange Clubs

 

Section 1.  The National Board of Di­rectors shall charter Collegiate Exchange Clubs in com­munities having college cam­puses throughout the United States of America. The National Board of Directors shall have the power to establish such terms and conditions for granting charters to Col­legiate Exchange Clubs as it considers desir­able.

Section 2.  Every Collegiate Exchange Club chartered by The National Exchange Club shall be bound by the Bylaws of The National Ex­change Club and amendments thereto; and shall adopt and be bound by the standard form of By­laws for Local Ex­change Clubs as provided by the National Board of Directors, and any amendments thereto.

Section 3.  Collegiate Exchange Clubs shall be referred to as Exchange Clubs with the same rights and privileges as other Ex­change Clubs chartered by The National Ex­change Club.

 

 

 

 

ARTICLE V

Excel Clubs and Junior Excel Clubs

 

Section 1.  The National Board of Directors shall charter Excel Clubs and Junior Excel Clubs in communities having primary, middle schools, and/or high schools throughout the United States of America.  The National Board of Directors shall have the power to establish such terms and conditions for granting charters to Excel Clubs and Junior Excel Clubs as it considers desirable.

Section 2.  Every Excel Club and Junior Excel Club chartered by The National Exchange Club shall be bound by the Bylaws of The National Exchange Club, and any amendments thereto, and shall adopt and be bound by the Standard Form of Bylaws for Local Exchange Clubs as provided by the National Board of Directors, and any amendments thereto; however, as the same may be amended to comply with the school's regulations.

Section 3.  Excel Clubs and Junior Excel Clubs shall be referred to as Exchange Excel Clubs and Exchange Junior Excel Club with the same rights and privileges as other Exchange Clubs chartered by The National Exchange Club, except their members cannot serve as District or National Officers.

Section 4.  Excel Clubs and Junior Excel Clubs shall be sponsored by a local Exchange Club or District, which shall provide two or more members of a local club to act as mentors/sponsors to the Excel Club or Junior Excel Club.  The sponsoring Exchange Club or District shall follow the policies and procedures for chartering a club as provided by the National Board of Directors, and any amendments thereto.

Section 5.  Membership in Excel Clubs shall be open to any young person in high school (or home schooled) from the ninth grade through the twelfth grade.  Membership in Junior Excel Clubs shall be open to any young person enrolled in a primary/grade school (or home schooled), sixth grade through ninth grade.

 

 

 

 

 

ARTICLE VI

Business Leads/Networking Clubs

 

Section 1.  The National Board of Di­rectors shall charter Business Leads/Networking Clubs in communities where a need for such a club is established to further the growth of Exchange.

Section 2.  The National Board of Di­rectors shall have the power to establish such terms and conditions for granting charters to Business Leads/Networking Clubs as it considers desir­able.

Section 3.  Every Business Leads/Networking Club chartered by The National Exchange Club shall be bound by the bylaws of The National Exchange Club and amendments thereto; and shall adopt and be bound by the standard form of by­laws for local Exchange Clubs as provided by the National Board of Directors, and any amendments thereto.

Section 4.  Business Leads/Networking Clubs shall be referred to as Exchange Clubs with the same rights and privileges as other Exchange Clubs chartered by The National Exchange Club.

 

 

 

 

 

ARTICLE VII

Suspension or Revocation of Charters

 

Section 1.  Club charters may be with­drawn as follows:

A.     Non-Payment. Any club which fails to pay its dues or other financial ob­ligations to The National Exchange Club after due notice has been pro­vided may have its charter with­drawn by a two-thirds (2/3) vote of the National Board of Directors when such financial obligations are sixty (60) days or more in arrears.

B.      Discipline. The National Board of Di­rec­tors may, for cause, and after a hearing, by two-thirds (2/3) vote of the entire Board, discipline, sus­pend, or expel a club, provided a copy of the charges and notices of the time and place of the hearing thereon, are to be mailed to the President and Secretary of the club at least thirty (30) days prior to such hear­ing at the last known address on record at National Headquarters. Such club is en­titled to representa­tion at any such hear­ing. The deci­sion of the National Board of Di­rectors may be subject to appeal to the next annual convention, pro­vided sixty (60) days notice is given to the Ex­ecutive Vice President in advance of said convention.

C.     Voluntary Surrender. A club may sur­ren­der its charter voluntarily. Upon accep­tance by the National Board of Directors such surrender shall be immediately ef­fective, and the charter shall be returned to the Executive Vice President.

D.    Failure to Function. If a club for any rea­son disbands, fails to meet regu­larly or otherwise fails to function, the National Board of Directors by a majority vote may revoke the char­ter of such club.

Section 2.  Upon surrender or revocation of a club charter in The National Exchange Club, the former club shall have no proprie­tary rights in the property of The National Exchange Club. All financial and other obli­gations to The National Exchange Club and the district to which it be­longs must be satis­fied. The privilege of a club to use the name, emblem and other insignia of The National Exchange Club shall cease upon the termination of the club's member­ship in The Na­tional Exchange Club. Upon any of the forego­ing, the club membership in the district shall automatically terminate.

Section 3.  Termination of an individual membership in a club shall be as provided for/or defined in the Local Club's Bylaws.  Such termination automatically voids the indi­vidual's rights to membership in The National Exchange Club.

 

 

 

ARTICLE VIII

National Officers

 

Section 1.  Officers. The officers of The Na­tional Exchange Club shall be:

A.     National President. The National Presi­dent-Elect shall automatically succeed to the office of National President when in­stalled at the an­nual convention. 

The National President shall preside at the annual convention and at all meet­ings of the National Board of Directors and the Execu­tive Committee. 

He/She shall be its chief execu­tive officer, exercising general su­pervision over the interests and affairs of The Na­tional Exchange Club, subject to the di­rection of the National Board of Direc­tors. 

He/She shall perform such other du­ties as usually pertain to the office of National President. 

He/She shall have the power to issue temporary authority for orga­nizing new clubs during his/her term as National President.

B.      National President-Elect. The Na­tional President-Elect shall be elected by a majority vote of ac­credited and voting delegates to the annual convention to serve until the next annual convention or until his/her successor is installed. 

The National President-Elect shall perform such duties as are as­signed to him/her by the National President or the National Board of Directors. In the ab­sence, inability or refusal of the National President to perform some or all of his/her duties, the National President-Elect shall perform these duties and have, in connection therewith, the author­ity of the National President.

C.     National Treasurer. The National Treas­urer shall be elected by a ma­jority vote of accredited and voting delegates to the annual convention to serve for a period of two (2) administrative years. No member shall be elected to serve as Na­tional Treasurer for more than two (2) consecutive two (2) year terms. Should the office of National Treasurer become vacant during a period other than the annual convention, the Executive Vice President shall serve in his/her place until the Na­tional Board of Di­rectors fills the va­cancy. Any individual who fills the va­cancy may be elected to serve for two (2) additional two (2) year terms of office. 

The Treasurer shall regularly review and advise the Board of Di­rectors on the financial condition of The National Ex­change Club, shall make a report at the annual convention and shall perform such other duties as may be assigned by the National President or the Board of Directors. The Treasurer shall give bond for the faithful discharge of his/her duties in a sum with sureties as are required by the Board of Di­rectors.

D.    Immediate Past National President. The Immediate Past National President shall attain his/her office by succession thereto. It shall be his/her duty to act in an advisory capacity and assist the Na­tional President and the National Board of Directors in all matters, which may come before them. In the event of a va­cancy in the office of the Immediate Past National President, the most recent con­senting Past National President shall fill the position for the remain­der of the un­expired term.

 

Section 2.  All officers and directors, ex­cept the Executive Vice President, shall serve without compensation. No elected of­ficers shall accept any remunerative em­ployment from The National Exchange Club.

 

Section 3.  No member is eligible to serve in the office of National President, National President-Elect or National Treas­urer unless he/she has served on the Na­tional Board of Directors.

 

Section 4.  In the case of any vacancy in the office of National President-Elect or Na­tional Treasurer during the annual conven­tion, such vacancy shall be filled by a ma­jority vote of ac­credited and voting dele­gates at the annual con­vention.

 

Section 5.  Any vacancy occurring in the of­fice of National President-Elect or Na­tional Treasurer except during the annual convention, shall be filled by affirmative majority vote of the National Board of Directors.

 

 

 

ARTICLE IX

National Board of Directors

 

Section 1.  The National Officers as de­fined in Article VII of these Bylaws, to­gether with twelve (12) Regional Vice Presidents elected by a majority vote of ac­credited and voting dele­gates to the annual convention shall constitute the National Board of Directors.

The National Board of Directors has the power to establish such terms and conditions for the granting of temporary authority by the Na­tional President for the organizing of new clubs and, under the limitations and restrictions pre­scribed herein, to grant char­ters to new clubs.

The National Board of Directors shall deter­mine what matter, movements or poli­cies are National in their scope. No club, district, officer or member thereof, shall un­dertake to initiate a National movement or policy. Districts shall not solicit funds for any purpose from clubs or mem­bership thereof.

The decision of the National Board of Di­rectors shall be subject to the right of ap­peal to the next annual convention by any member of The National Exchange Club. Such appeals must be filed with the Execu­tive Vice President at least sixty (60) days prior to the opening of the con­vention.

Section 2.  The Regional Vice Presidents shall be elected by a majority vote of ac­credited and voting delegates holding mem­bership within the region to which they are to be elected at the an­nual convention. Their term shall be for two (2) years. Regional Vice Presidents from even-num­bered regions shall be elected in even-numbered years. Regional Vice Presidents from odd-num­bered regions shall be elected in odd-numbered years.  No Regional Vice President shall be elected to serve more than two consecutive two (2) year terms. All Regional Vice Presidents shall have served a full term as a District President, shall undergo training before their election on the responsibilities of a Regional Vice President, and live within and hold membership in a club within the region.

Section 3.  In the event of an announced va­cancy in the Board of Directors during the annual convention, such vacancy shall be filled by a majority vote of accredited and voting delegates at the annual convention. Any Regional Vice President elected at any annual convention to fill the announced va­cancy shall assume office when installed at the annual convention.

Section 4.  Any vacancy occurring in the of­fice of Regional Vice President, except during the annual convention, shall be filled by an af­firmative majority vote of the Na­tional Board of Directors.

Section 5.  Any Regional Vice President elected at the annual convention, or by the Na­tional Board of Directors, to fill a va­cancy occur­ring in the office of Regional Vice President, upon completing the unex­pired term of office, shall be eligible for two additional, two (2) year terms of office.

Section 6.  The National Board of Directors shall meet at such times and places as may be determined by action of the Na­tional Board of Directors, by call of the National President or by written request of five (5) members of the Na­tional Board of Directors, provided that there shall be at least three (3) meetings each year.

Section 7.  A written notice of the time and place of all meetings of the National Board of Directors shall be mailed to each member of the National Board of Directors by the Executive Vice President not less than thirty (30) days prior to any meeting.

Section 8.  A majority of the National Board of Directors shall constitute a quorum for the trans­action of business, and a majority vote of those present and entitled to vote shall be neces­sary to give effect to any ac­tion of the National Board, except in cases where a larger vote is re­quired under these Bylaws.

Section 9.  The National Board of Di­rectors may transact business by electronic media or by voting upon any proposal mailed to the members thereof by the Ex­ecutive Vice President with the approval of the National President.  Fifteen (15) days from the date of mailing shall be allotted for the return of the votes thereon to the Execu­tive Vice President. The voting shall be con­sidered closed at the end of fifteen (15) days or any time prior thereto when all members have returned their votes. Any proposal not receiving an af­firmative vote of a majority of the National Board within fifteen (15) days, or when required, a two-thirds (2/3) affirmative vote of the National Board of Directors under the provisions of the Bylaws of The National Exchange Club, shall be deemed to be lost.

Section 10.  The Board of Directors for cause duly shown, may remove any officer or director from office by a two-thirds (2/3) vote of the members of the Board of Di­rectors present and voting at any meeting for which advance notice of not less than fifteen (15) days shall be given; provided, further, that written notice stating the grounds for removal from office shall have been deliv­ered or mailed, and a full and complete hearing afforded the officer or director, if not waived.

 

 

 

ARTICLE X

Executive Committee

 

Section 1.  The Executive Committee shall consist of four (4) voting members and one (1) nonvoting member: the National President, as chairman, the National Presi­dent-Elect, the Na­tional Treasurer, the Im­mediate Past National President and the Executive Vice President who shall be non-vot­ing. A majority of the voting members shall con­stitute a quorum at any duly called meeting of the Executive Committee. The National President shall call meetings of the Ex­ecutive Committee as the business of The Na­tional Exchange Club may require, or a meeting shall be called by the Executive Vice President on request of three (3) mem­bers of the Executive Committee.

Section 2.  The Executive Committee may act in place and stead of the National Board of Di­rectors, between meetings of the National Board of Directors, on all matters except those specifi­cally reserved to the Na­tional Board of Directors by the Bylaws. Within sixty (60) days thereafter, at a meet­ing of the National Board or by mail, actions of the Executive Committee shall be re­ported to each member of the National Board of Directors for ratification.

Section 3.  The Executive Committee shall appoint the Executive Vice President and fix his/her term of office and compen­sation with the approval of the National Board of Directors.

.

 

 

ARTICLE XI

Executive Vice President

 

Section 1.  The Executive Vice President shall, under the supervision and direction of the National Board of Directors, be the ac­tive man­aging employee of The National Exchange Club, who shall be in executive charge of the head­quarters of The National Exchange Club, and shall be responsible for the selection, supervision and termination of staff members. He/She shall assist the Na­tional President and the National Board of Directors in conducting the business of The National Exchange Club, and shall perform such duties as are specified or implied in these Bylaws, or as may be assigned to him/her by the National Board of Directors.

Section 2.  He/She shall attend all meet­ings of the National Board of Directors and all meetings of the Executive Committee without vote. He/She shall attend all con­ventions of The Na­tional Exchange Club, and shall act as Secretary thereof.

Section 3.  He/She shall sign all docu­ments issued by The National Exchange Club when required; shall affix the corporate seal of the or­ganization when required; shall be the corporate secretary of The National Exchange Club; shall keep the accounts; and shall receive all monies paid to The National Exchange Club. He/She shall report monthly to the National Treasurer as to the income and expenses or more frequently if requested by the National Treasurer. He/She shall de­posit all funds in the official depository desig­nated by the National Board of Direc­tors, and shall disburse the same by order of the National Board of Directors.

 

Section 4.  He/She shall make a report to the annual convention and such other reports as directed by the National Board of Direc­tors. His/Her records and books shall at all times be maintained at National Headquar­ters and be open to inspection by members of The National Exchange Club as defined in Section 1 of Article III.

 

 

 

ARTICLE XII

Conventions

 

Section 1.  Time and Place. The National Board of Directors shall determine a time and place for holding the annual convention in the third (3rd) administrative year after the expiration of the administrative year in which such decision is made. They shall be empowered to make all arrangements for holding such convention. 

The National Board of Directors shall have full supervision and management of all conven­tions and shall announce the official program and order of business of each convention.

Section 2.  Call. The President shall issue and the Executive Vice President shall mail to each Club President and Club Secretary, each District President and District Secretary, all National Of­ficers and all Past National Presidents the official call for the annual convention at least sixty (60) days prior to the convention. 

By a two-thirds (2/3) vote of the Na­tional Board of Directors, a special national convention can be called at the time and place designated by the National Board of Directors in a notice issued and mailed at least sixty (60) days prior to the date thereof.

Section 3.  Delegates. There shall be two (2) types of voting delegates as follows:

A.     Club Delegates.

Each chartered Exchange Club in good standing shall be enti­tled to voting delegates at any convention of The National Ex­change Club by the Club Presi­dent, Club President-Elect, Club Secretary, Club Treasurer, Club Immediate Past President and three (3) voting delegates for its first twenty-five (25) members and one (1) voting delegate for each addi­tional twenty-five (25) members based on the member­ship reported as of March 31 preceding the conven­tion. The charter membership figure of a new club chartered after March 31 will determine the number of voting representatives allowed the new club at any convention. At the time of electing dele­gates, the club shall be entitled to elect an alternate for each such delegate from the Ac­tive, Active Honorary, Life or At-Large Members in good stand­ing in the club that they repre­sent. An al­ternate may be elected for any voting delegate. The Club Secretary shall give written notification of the dele­gates to the Executive Vice President prior to any conven­tion. In the event any chartered clubs fail to certify the election of its delegates and alter­nates as herein set forth, the National Convention Committee on Cre­den­tials shall have the right to determine the seating of the delegates or alter­nates for the club.

B.      At-Large Delegates.

The following individuals shall be vot­ing delegates:

(a)      Members of the National Board of Direc­tors;

(b)     Past National Presidents in good stand­ing in a club in good standing;

(c)      Members of the National Commit­tee on Jurisprudence and Laws;

(d)     District Presidents, District Presidents-Elect, District Secretaries, District Treasurers and Immediate Past District Presidents;

(e)      Members of Convention Committee on Resolutions, Convention Com­mittee on Credentials and Conven­tion Committee on Elections.

Section 4.  All delegates listed in Section 3 of this Article shall be entitled to vote on any ques­tion submitted at any convention provided the delegate is registered on the rolls of the conven­tion. Delegates must be at the convention and registered no later than noon on the day of the opening business ses­sion in order to vote on pro­posed changes to the Bylaws, or other items that may be voted on that business day. On any other contested ballot, the delegate must be both at the convention and registered no later than 7:00 p.m. on the day prior to the business session at which the vote is taken. There shall be no voting by proxy.

Section 5.  Each delegate shall have one (1) vote on any question coming before the conven­tion and may take part and vote only in person. No At-Large delegate may at the same time be a club delegate and no indi­vidual may be a dele­gate from two (2) clubs at the same time. Unless otherwise specifi­cally provided by these Bylaws, a majority vote of those members present and voting shall govern. 

Section 6.  Committees. Prior to each con­vention, the National President shall ap­point the following committees of at least three (3) Exchangites and shall designate the chairman thereof.

A.     Convention Committee on Credentials.  The Credentials Com­mittee shall inspect credentials and qualifications of all delegates, certify all accredited delegates and report thereon to the convention prior to any vote being taken by the National Convention.

B.      Convention Committee on Elections.  The Elections Committee shall have general charge of the election and the distri­bution of bal­lots at the convention.

C.     Convention Committee on Resolutions.  The Resolutions Committee shall consider all resolutions submitted for action at the convention and make recommendations thereon. Only resolutions submitted by the National Board of Direc­tors, dis­tricts and chartered clubs will be considered. The committee shall also have the authority to originate resolutions and to modify, combine and edit all resolutions submitted to it, except reso­lutions submitted by the National Board of Directors.

Section 7.  A convention quorum shall be representation from not less than ten (10) percent of all chartered clubs.

Section 8.  The National Board of Directors shall adopt and distribute Rules of the Convention to all voting delegates.

 

 

 

ARTICLE XIII

Nomination and Election of Officers and Directors

 

Section 1.  The election of officers and other members of the National Board of Di­rectors shall be held at the annual conven­tion.

Section 2.  All suggested candidates for the office of National President-Elect, Na­tional Treasurer and Regional Vice Presidents must be endorsed by the candi­date's club and by the candidate's District Board of Di­rectors, which must be forwarded in writing, on the Suggested Candi­date For National Office form provided by The National Exchange Club, to the Execu­tive Vice President not less than one hun­dred-twenty (120) days prior to the date des­ignated for the annual convention.  Members of Excel Clubs and Junior Excel Clubs are not eligible to be candidates for any elected office.

Section 3.  Nothing contained in these Bylaws shall be construed as limiting the right to make further nominations from the floor of the annual convention, except that those desiring to be nominated from the floor must submit their in­tention to run from the floor in writing to the Ex­ecutive Vice President prior to 9:00 p.m. on the first day of the annual convention.

Section 4.  No person shall be nominated for any office who is not fully cognizant of the duties of that office and without con­senting to such nomination being first ob­tained. A person nomi­nated for a National Office, or as a member of the National Board of Directors, must be registered as a voting delegate and in attendance at the an­nual convention. 

All candidates from the floor must be en­dorsed in writing by at least three (3) Ex­changites from three (3) different clubs, within the person's region, other than the candidate's own club who are entitled to vote in the annual convention.

Section 5.  Should the National Treasurer or a Regional Vice President desire to seek another office at the end of the first year of a two (2) year term, a letter of resignation must be submitted to the National Board of Directors for action at its pre-convention meeting. The resignation shall take effect when his/her successor is installed.

Section 6.  No person may be a candidate for two (2) offices at the same convention.

Section 7.  All of the elective officers shall be chosen by the delegates present and voting on printed ballots. One ballot shall be used which will list the candidates in alpha­betical order for National President-Elect, then the candidates in alphabetical order for National Treasurer, and the candidates by regions in alphabetical order for Regional Vice Presidents. 

In the event there is only one (1) candi­date for an office to be filled, the election may be by voice vote, after nominations have been closed and prior to voting for contested offices.

Section 8.  A majority of all votes cast for the position shall be necessary for elec­tion to any office. In the event that any bal­lot cast does not show a majority for any candidates for any particular office, the National President shall designate a time and place for further balloting for such office. Prior to the second ballot, the two (2) candidates having the highest number of votes on the first ballot shall be the only candidates on the second ballot.

 

Section 9.  Cumulative voting shall not be permitted.

 

 

 

ARTICLE XIV

Regions

 

Section 1.  The National Board of Directors may establish geographic regions for the purpose of providing representation at the national level for local Exchange Clubs and districts, thereof.

 

 

 

ARTICLE XV

Districts

 

Section 1.  For the purpose of advancing The National Exchange Club and to assist local clubs, the National Board of Directors shall create, direct and supervise districts of chartered clubs and shall establish their boundaries.

Section 2.  Each district shall be under the di­rection and jurisdiction of the National Board of Directors, and shall adopt the Standard Form of District Bylaws. Any modification of, or amendment to, said District Bylaws by the district must be submitted to and approved by the National Com­mittee on Jurisprudence and Laws prior to being presented to the delegates of the dis­trict convention for consideration.

Section 3.  The objectives and purposes of the district shall be to strive for the at­tainment of the ideals and purposes of The National Exchange Club by:

A.     The building of local Exchange Clubs.

B.      Increasing fellowship between clubs within the district.

C.     Strengthening established clubs.

D.    Promoting the participation of local Ex­change Clubs in the Programs of Service of The National Exchange Club.

Section 4.  Each district shall hold an an­nual district convention and conferences as deemed necessary in accordance with the district Bylaws.

 

Section 5.  Each chartered club situated within the territorial limits of a district shall be a member of the district, and shall be subject to the Standard or Alternate Form of District Bylaws, and Amend­ments thereto as pro­vided by the National Board of Directors.

 

 

 

ARTICLE XVI

Committees

 

Section 1.  Jurisprudence and Laws. The National President shall appoint a Jurispru­dence and Laws Committee of three (3) Ex­changites, the Chairman of which shall be a Past National President. The committee shall approve the form and language of all amendments to the National Bylaws and refer same to the National Board of Direc­tors before the next annual convention for recommendation to the delegates. 

They shall approve of all amendments to the District and Local Club Bylaws to ensure they do not conflict with the National By­laws or substantially deviate from the Standard Bylaws as adopted by the National Board of Directors.

Section 2.  Budget and Finance. The Budget and Finance Committee shall consist of the National Treasurer and at least two (2) other mem­bers of the Board of Directors appointed by the National President. The National Treasurer shall serve as Chairman. The committee shall counsel with the Executive Vice President on the annual budget of The National Exchange Club and prepare recommendations for the National Board of Directors.  The Committee shall select an inde­pendent auditor to conduct an annual audit of the books of The National Exchange Club and report its findings to the National Board of Directors.  The committee may perform such other duties in connection with the finances of The National Exchange Club as the National Board of Directors may determine.

Section 3.  Special. The National Presi­dent may also appoint such special committees as are deemed necessary or as the Na­tional Board of Directors may direct, and the duties of any such committees shall be pre­scribed by the National President upon their appointment.

Section 4.  Committees, except special com­mittees, shall serve for the administra­tive year for which they are appointed. Special committees appointed to serve a specific purpose shall termi­nate when their purpose has been accomplished as determined by the National President or the National Board of Directors.

 

 

 

ARTICLE XVII

Fiscal Matters

 

Section 1.  Each chartered club shall pay to The National Exchange Club quarterly per capita dues of $18.50 per Active, Active Honorary, At-Large, and Business Member, and $8.00 per Honorary Member. A club, newly-formed during any quarter, is exempted from the payment of per capita dues for the next ensuing quarter. 

These dues include the sum of $1.50 as one-fourth (1/4) payment on a yearly sub­scription of $6.00 for Exchange Today Magazine. The sum of $2.50 per member per quarter shall be deposited to the account of The National Exchange Club Foundation. Said funds will be used for the purpose of raising public awareness for The National Exchange Club and providing funding for The National Exchange Club's Programs of Service, including its national project, the Prevention of Child Abuse.  Said dues shall be payable quarterly in advance and dues are payable by the 10th day of July, October, January and April of each year. 

In addition, each club shall pay to The Na­tional Exchange Club a one-time Life Member fee in the amount of $500.00, for each Life Member, payable at the time the club's Board of Directors elects a member to Life Membership status.

Section 2.  The account of The National Ex­change Club Foundation shall be admin­istered separate and apart from all other funds of The National Exchange Club.

Section 3.  By the 10th day of July, Oc­tober, January and April of each year, every Exchange Club shall pay to The National Exchange Club the sum of $25.00 for the Club President, Club President-Elect, Club Secretary and Club Treas­urer and other delegates to which the club is en­titled to at the annual convention under the provi­sions of these Bylaws. Said four (4) quarterly payments shall constitute the annual convention registration fee for all delegates of the club and shall relieve them from payment of any further registration fees at the time of the annual con­vention. No refund shall be due any club for its failure, for any reason, to send to an annual con­vention the delegates to which it is entitled. Any club newly formed during the current adminis­trative year shall be exempted from the an­nual convention registration fee for delegates to the first (1st) annual convention following the charter presentation. The annual convention registration fee shall be used primarily in defraying the annual convention expenses.

Section 4.  Each chartered club shall pay to The National Exchange Club an adminis­trative fee in the sum of $15.00 for each new, reinstated or transferred member, and $50.00 for each Business Member acquired. Such fees shall be transmitted to the Executive Vice President quarterly.

 

Section 5.  Each Associate Member shall pay an administrative joining fee in the sum of $50.00 directly to The National Exchange Club at the time of application.  In addition, an Associate Member shall pay quarterly dues in the sum of $30.00 directly to The National Exchange Club ($10.00 of which will be remitted to the district in which the member resides.)

 

Section 6.  Collegiate Exchange Clubs, when they are chartered, shall pay fifty per­cent (50%) of the charter fee for local Ex­change Clubs to The National Exchange Club; Collegiate Ex­change Clubs shall pay fifty percent (50%) of all dues and fees es­tablished for a local Exchange Club by the National Board of Directors.

 

Section 7.  Excel Clubs and Junior Excel Clubs, when they are chartered, shall pay fifty percent (50%) of the Charter fee for local Exchange Clubs to The National Exchange Club.  Excel Clubs and Junior Excel Clubs members shall pay membership dues of $12.00 per year. Dues billings will be sent out January1.

 

Section 8. For Family Membership, national dues for the first member in a family shall be $18.50 per quarter. Quarterly dues for addional family members shall be $10.00 per member. The family membership rate will affect only the Active membership category. Billing will be the responsibility of the local club, which shall notify The National Exchange Club of those seeking the family membership rate.

 

Section 9.  Each club shall, before the 10th day of the months of July, October, January and April, transmit to the Executive Vice President a remittance covering all in­debt­edness.

 

Section 10.  The fiscal period of The Na­tional Exchange Club, districts and clubs shall be pre­scribed by the National Board of Directors.

 

Section 11.  Trust or surety bonds shall be fur­nished by the National Treasurer, the Ex­ecutive Vice President and such other offi­cers or em­ployees of The National Exchange Club as the National Board of Directors di­rect. The amount of such bonds shall be de­termined by the Na­tional Board of Directors and the cost paid by The National Exchange Club.

 

Section 12.  With recommendations of the Budget and Finance Committee, the Na­tional Board of Directors shall adopt in ad­vance of the next fiscal period an annual operating budget covering all activities of The National Exchange Club. Expenses in the annual budget shall not exceed the an­ticipated revenue for that year.

 

Section 13.  A new member's dues shall be effective the first day of the month following their joining a chartered Exchange Club.

 

ARTICLE XVIII

Name, Emblem and Motto

 

Section 1.  All members shall be entitled to wear the emblem and/or other insignia, as may from time to time be adopted by the National Board of Directors. 

Section 2.  The titles "Exchangite," "The Na­tional Exchange Club,"  "Exchange Club," "Excel Club", or Junior Excel Club", the motto "Unity for Service," the "Exchange Club Covenant of Service," and any emblem or copy thereof, seal or insignia of The National Exchange Club, shall not be used or manufactured for purposes other than those authorized by the National Board of Directors.

Section 3.  The motto of The National Ex­change Club shall be "Unity for Service."

 

ARTICLE XIX

Other Administrative Matters

 

Section 1.  Clubs and districts shall sub­mit reports to the Executive Vice President as required by the National Board of Directors.

Section 2.  The administrative year for The National Exchange Club, the districts and local clubs, shall be from July 1 of each year to June 30 of the following year.

Section 3.  The National Board of Directors shall have the power to establish such terms and conditions for issuing a certificate to an Exchangette Club or youth group as it deems neces­sary.

 

 

 

ARTICLE XX

Official Publication

 

Section 1.  The National Board of Directors shall cause to be published, under its supervision and control, a periodical, which shall be the official publication of The National Exchange Club.

Section 2.  The National Board of Directors shall have full control of all questions of policy of the official publication.

Section 3.  The Executive Vice President shall be in charge of, and be responsible for, the issuance of the official publication, subject to the direction and control of the National Board of Directors. He/She shall receive no additional compensation for his/her services in connection with the official publication.

Section 4.  Each club shall make it a condition of membership that each member be a subscriber to the official publication.

 

 

 

ARTICLE XXI

Parliamentary Authority

 

Section 1.  The current edition of Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws or by any special rules of procedure.

 

 

 

ARTICLE XXII

Amendments

 

Section 1.  These Bylaws may be amended at any annual convention by a majority vote of accredited and voting dele­gates, except Articles I, II, III, IV, V, VI, VII, VIII, IX, X, XI, XVII and XVIII, which shall require a two-thirds (2/3) vote of the accredited and voting delegates.   Amendments shall become effective upon adjourn­ment of the convention at which they are adopted, unless oth­erwise stated.

Section 2.  All proposed amendments must be received in writing by the Executive Vice Presi­dent at least sixty (60) days prior to the date set for the opening day of the an­nual convention.  The Executive Vice Presi­dent shall mail a copy of all proposed amendments to the President and Secretary of each club not later than thirty (30) days prior to the date of the convention.

Section 3.  The form and language of all pro­posed amendments must have the ap­proval of the National Committee on Jurisprudence and Laws before the same may be sent to the President, President-Elect, Secretary and Treasurer of each club and all At-Large delegates and submitted to the National Board of Directors for recommendation, or presented to the convention for adoption.

Section 4.  All proposed amendments must be submitted by the National Committee on Jurisprudence and Laws to the National Board of Directors, which shall consider and recommend the action to be taken by the convention. Such report, however, shall be regarded only as an opinion or recommendation.

 

ARTICLE XXIII

Masculine and Feminine Gender

Section 1.  Wherever in these Bylaws refer­ence is made to the words "him," "he," "his," and similar references to the male or masculine gen­der, such references shall be deemed to include, as appropriate, "her," "she," "hers," and similar references, to the end that all distinction between the male and female sexes, for purposes of these Bylaws, shall be deemed eliminated.

 

 

Standard and Alternate BYLAWS

OF DISTRICT EXCHANGE CLUBS

Effective October 12, 2013

 

 

PREAMBLE

(Standard)

These are the Bylaws of The __________ District Exchange Clubs, as adopted and amended by the Board of Directors of The National Exchange Club. This district is part of The National Exchange Club, a Not-for-Profit Corporation organized under the laws of the State of Ohio and operating for the purpose as hereinafter set forth in these Bylaws.

 

(Alternate)

These are the Alternate Bylaws of The _________ District Exchange Clubs, as adopted and amended by the Board of Directors of The National Exchange Club. This district is part of The National Exchange Club, a Not-for-Profit Corporation organized under the laws of the State of Ohio and operating for the purpose as hereinafter set forth in these Bylaws. Prior to their implementation, these Alternate Bylaws must be adopted by a majority vote of the accredited members present and voting at any district convention. Within ten (10) days following their adoption, the District Secretary must notify the Executive Vice President of the National Exchange Club of the adoption of these Alternate Bylaws.

 

 

 

ARTICLE I

Purposes

 

Section 1. The purposes of the district shall be to strive for the attainment of the ideals and purposes of The National Exchange Club by:

A.     The building of local Exchange Clubs.

B.      Increasing fellowship between clubs within the district.

C.     Strengthening established clubs.

D.    Promoting the participation of local Exchange Clubs in the Program of Service of The National Exchange Club.

 

ARTICLE II

Powers

 

Section 1. The management and policies of this district, not otherwise provided in the Bylaws, are to be under the direction of and vested in the District Board of Directors, subject to the direction of the National Board of Directors.

 

 

ARTICLE III

Relationship

Section 1. This district shall be under the direction and jurisdiction of The National Exchange Club. These Bylaws and all regulations, and policies adopted or enacted, shall not in any way conflict with, modify or alter the Bylaws and all regulations, policies or decisions of The National Exchange Club.

Section 2. The territorial limits of this district shall be established by the National Board of Directors.

Section 3. This district of Exchange Clubs shall be assigned to a region by the National Board of Directors.

 

 

 

ARTICLE IV

Membership

 

Section 1. Membership in this district shall be composed of those clubs within the district as defined by the National Board of Directors.

 

 

ARTICLE V

Divisions

(Standard)

Section 1. This district shall be divided into divisions, as determined by the District Board of Directors.

Section 2. No division may be created or exist with less than two (2) Exchange Clubs.

 

(Alternate)

Intentionally omitted.

 

ARTICLE VI

Officers

 

Section 1. The officers of this district shall be:

A.     District President. The District President-Elect shall automatically succeed to the office of District President at the start of each administrative year except in those districts holding their annual convention after July 1, the District President-Elect shall take office immediately following his/her installation. The District President shall preside at its District convention, at all special meetings and at all meetings of the District Board of Directors. He/She shall be its chief executive officer exercising general supervision over the interests and affairs of the district, subject to the direction of the Board of Directors. He/She shall perform such other duties as usually pertain to a District President in promoting the objectives and purposes of this district and shall appoint committees as outlined in these Bylaws.

B.     District President-Elect.  The District President-Elect shall:

1.       Perform such duties as are assigned to him/her by the District President or the Board of Directors.

2.       In the absence, inability or refusal of the District President to perform some or all of the duties, the District President-Elect shall perform these duties and have, in connection therewith, the authority of the District President.

3.       Should it be determined that the District President's absence, inability or refusal to perform some or all of their duties is not temporary, and the District President-Elect advises the Board of Directors that they are unable or unwilling to assume those duties and responsibilities at the time, then the District Board of Directors by a majority vote shall appoint an Interim District President from the District's Past Presidents to complete the remainder of the unexpired term.  The Immediate Past District President may be selected. 

4.       In the event the Immediate Past District President is selected and confirmed as the Interim District President, the duties and responsibilities of the Immediate Past District President on the District Board shall be assumed by the most recent consenting Past District President for the remainder of the unexpired term.

The newly appointed Interim District President shall have all the authority and responsibilities of the District President as defined, and shall automatically succeed to the office of Immediate Past District President at the end of the current fiscal year. 

C.     District Secretary. The District Secretary shall:

  1. Keep all records of this district and minutes of all conventions and of the meetings of the District Board of Directors and transmit to the Executive Vice President of The National Exchange Club a certified copy of the minutes and budget and financial reports of the district convention and each meeting of the District Board of Directors no later than sixty (60) days following the convention or meeting.

  2. Make a report at the district convention and at such other times as the District Board of Directors may require.

  3. Submit to the proper officers and committee chairpersons all communications from The National Exchange Club.

  4. Cooperate with the District President in forwarding all reports required by The National Exchange Club and shall perform such other duties as may be assigned by the District President and/or the District Board of Directors.

  5. At the expiration of the term of office, the Secretary shall deliver over to a successor or to the President all records and any other district property.

D.    District Treasurer. The District Treasurer shall:

  1. Receive or collect all funds due this district, which shall be deposited in such manner as is designated by the Board of Directors. The Treasurer shall disburse these funds in the manner authorized by the District Board of Directors.

  2. Make a report at the district convention and at such other times as the District Board of Directors may require.

  3. At the expiration of the term of office, the Treasurer shall deliver over to a successor or to the President all funds, books of account and any other district property.

(Standard)

E.    District Vice President(s). The District Vice President(s), if any, shall assume such responsibilities as may be assigned by the District President and/or the District Board of Directors.

 

(Alternate)

E.      District Vice President(s). The District   Vice President(s), if any, shall assume such responsibilities as may be assigned by the District President and/or the District Board of Directors. It is recommended that the district have a Vice President to coordinate/oversee training and a Vice President to oversee growth.

 

F.      Immediate Past District President. The Immediate Past District President shall attain his/her office by succession thereto. He/She serves as Chairman of the District Convention Committee on Nominations, acts in an advisory capacity and assists the District President and the Board of Directors in all matters which may come before them. He/She shall also perform such other duties as may be assigned by the District President or the Board of Directors.

Section 2. The office of District Secretary and District Treasurer may be held by a single member.

Section 3. The Board of Directors may create one or more Vice Presidents as deemed necessary.

Section 4. Each retiring District President shall receive the title of "Past District President."

Section 5. To serve as a District President or District President-Elect, a member must have served a full term as President of an Exchange Club prior to assuming office. 

To serve as a District Secretary or District Treasurer, a member must have served a full term as an officer of an Exchange Club, prior to assuming office.

Section 6. The terms of all officers shall be for a period of one (1) administrative year, from July 1 through June 30, or until their successors have been duly elected and assume office. For secretaries and treasurers, a limit of no more than two one-year terms is recommended to develop and enhance leadership in districts.

Section 7. In the event of a vacancy or the inability of the District President to perform some or all of the duties of the office, the District President-Elect shall perform these duties and have, in connection therewith, the authority of the District President.

Section 8. In the event of a vacancy in the office of District President-Elect, District Vice President (if any), District Treasurer or District Secretary, the vacancy shall be filled by majority vote of the District Board of Directors.

Section 9. In the event of a vacancy in the office of Immediate Past District President, the most recent consenting Past District President shall fill the position for the remainder of the unexpired term.

(Note: If a district provides that the District Secretary collect all funds due the district, the above Section 1-C must be modified to provide that the District Secretary:  "Shall collect all funds due this district and shall promptly turn the same over to the District Treasurer, taking the District Treasurer's receipt therefore."  The above Section 1-D must be modified by deleting therefrom the sentence which reads the District Treasurer: "Shall collect all funds due this district in such manner as is designated by the District Board of Directors," and by substituting therefore the following sentence, that the District Treasurer:  "Shall receive from the District Secretary all funds paid to this district, which shall be deposited in such manner as is designated by the District Board of Directors.")

Section 10.  A Business Member, or representative of a Business Member, cannot hold district office.  Also, an Associate Member of the National Exchange Club cannot hold district office; and, an Excel Club or a Junior Excel Club Member cannot hold district office.

 

ARTICLE VII

Board of Directors

(Standard)

Section 1. The officers as defined in Article VI of these Bylaws together with one (1) District Director elected from each division by a majority vote at the district convention, shall constitute the District Board of Directors.     

Section 2. Each District Director shall:

A.     Be a member in good standing from any Exchange Club within the division and must have served a full term as an officer of a local Exchange Club, within or outside of the division, prior to assuming office.

B.      Serve a two (2) year, staggered term, with the odd-numbered divisions of the district being elected in each odd-numbered year, and with even-numbered divisions of the district being elected in each even-numbered year. [Note: The National Committee on Jurisprudence and Laws can approve a one (1) year term for District Directors.]

C.     Have the following duties and responsibilities:

  1. Represent the district in guiding, training and providing services to Exchange Clubs within a division.

  2. Develop a strong, supportive relationship with each club in the division.

  3. Have primary responsibility for club officer and director leadership training.

  4. Work with the district's governing body to administer a membership growth program.

  5. Visit the clubs in the division regularly.

  6. Perform such other duties as directed by the District Board of Directors.

Section 3. In the event of a vacancy in the office of District Director, the Board of Directors shall elect a member in good standing of an Exchange Club in good standing within the division to fill the office for the unexpired term. If the position is not filled by a member within the division, the District Board shall elect a member in good standing from any Exchange Club within the district.

(Alternate)

Section 1. The officers as defined in Article VI of these Bylaws together with one (1) Representative from each Club in the District who is elected by their Club shall constitute the District Board of Directors.   

Section 2. Each Club Representative shall:

A.     Be a member in good standing from the Exchange Club he/she represents and must have served a full term as an officer of a local Exchange Club, within or outside of the district, prior to assuming office. The Club Representative could be but does not have to be the Club President.

B.      Serve a one (1) year term.

C.     Have the following duties and responsibilities:

  1. Represent the district in guiding, training and providing services to    their Club.

  2. Develop a strong, supportive relationship with their club and the district.

  3. Have primary responsibility for club officer and director leadership    training.

  4. Work with the district's governing body to administer a membership growth program.

  5. Perform such other duties as directed by the District Board of Directors.

 

Section 3. In the event of a vacancy in the office of a Club Representative, the Club can appoint another Club Representative to fill the vacancy, and in default thereof, the Board of Directors shall elect a member in good standing of said Exchange Club. If the position is not filled by a member within the club, the District Board may elect a member in good standing from any Exchange Club within the district.

Section 4. The Board of Directors, for cause duly shown, may remove any officer or director from office by a two-thirds 2/3) vote of the members of the Board of Directors present and voting at any meeting for which advance notice of not less than fifteen (15) days shall be given; provided, further, that written notice, stating the grounds for removal from office shall have been delivered or mailed to the officer or director, and a full and complete hearing is afforded the officer or director, if not waived.

Section 5. If it shall appear to the Board of Directors that a duly elected District Director is unable or unwilling to discharge the duties of the office, or otherwise has failed to assume and discharge the duties and responsibilities of the office, the Board of Directors of the district may declare the office vacant and the vacancy shall be filled in accordance with the provisions for filling vacancies.

Section 6. In the absence or inability of the District President and the District President-Elect to preside at a meeting, the Immediate Past District President may act as chairman. If the Immediate Past President is absent or is unable to preside, then the Board of Directors may designate one of its members to act as chairman.

Section 7. The Board of Directors shall hold at least three (3) meetings during each administrative year at such time and place as is designated by the District President.

Section 8. A special meeting of the Board of Directors may be called by the District President at any time. The District President or District Secretary shall call a special meeting of the Board of Directors upon the written request of a majority of said Board.

Section 9. The District Secretary shall notify each member of the Board of Directors by mail of the time, place and date of any regular meeting, at least three (3) weeks in advance of the date of such meeting.

Section 10. A majority of the members shall constitute a quorum for a District Board of Directors meeting, and a majority vote of those present shall decide a question, with the exception of those questions from which a greater proportion is specifically required in these Bylaws.

Section 11. The Board of Directors may transact business by electronic media or by voting upon any proposal mailed to the members thereof by the District Secretary with the approval of the District President.  Fifteen (15) days following the date of the mailing shall be allowed for the return of the votes thereon to the District Secretary. The voting shall be considered closed at the end of fifteen (15) days or at any time prior thereto when all members have returned their votes. Any proposal not receiving an affirmative vote of the majority of the Board within fifteen (15) days, or when required, a two-thirds (2/3) vote of the Board of Directors under the provisions of the Bylaws of this District, shall be deemed to be lost.

Section 12. A special meeting of the Board of Directors may be held without notice when all members of the Board are present, or those absent have signed a waiver of notice.

 

 

ARTICLE VIII

Executive Committee

 

 Section 1. The Executive Committee shall consist of the District President as chairman, District President-Elect, District Treasurer, District Secretary, Immediate Past District President and any District Vice Presidents who may be elected. A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Executive Committee. The District President shall call meetings of the Executive Committee as the business of the district may require, or a meeting shall be called by the Secretary on request of four (4) members of the Executive Committee.

Section 2. The Executive Committee may act in place and stead of the District Board of Directors, between meetings of the District Board of Directors, on all matters except those specifically reserved to the District Board of Directors by these Bylaws. At the next meeting of the District Board of Directors, action of the Executive Committee shall be reported to the District Board of Directors for ratification.

Section 3. The Executive Committee has no authority to expend funds of the district unless specifically authorized to do so by the District Board of Directors.

Section 4. No action of the District Board of Directors shall be altered, amended or rescinded by the Executive Committee.

 

ARTICLE IX

Conventions

 

Section 1. Time and Place. The District Board of Directors shall determine a time and a place for holding the annual convention and appoint a convention committee to plan the convention at least ninety (90) days previous to the date designated for the annual convention. The District Board of Directors shall have full supervision and management of any district convention and announce the official program and order of business.

Section 2. Call. The President shall issue and the Secretary shall mail to each Club President and Secretary, all District Officers, all Past District Presidents and all National Officers and Past National Presidents having membership in a club within the district, the Official Call for the Annual Convention at least sixty (60) days prior to the convention.  By a two-thirds (2/3) vote of the District Board of Directors, a special district convention can be called at a time and place designated by the District Board of Directors in a notice issued and mailed at least sixty (60) days prior to the date thereof.

Section 3. Delegates. There shall be two (2) types of voting delegates as follows:

A.     Club Delegates.

  1. Each chartered club in good standing shall be entitled to voting delegates at any convention of the district by the Club's President, President-Elect, Immediate Past President, Secretary and Treasurer, and three (3) voting delegates for its first twenty-five (25) members and one voting delegate for each additional twenty-five (25) members based on the membership reported as of March 31 preceding the convention. The charter membership figure of a new club chartered after March 31 will determine the number of voting representatives allowed the new club at any convention. At the time of electing delegates, the club shall be entitled to elect an alternate for each such delegate from the Active, Active Honorary, Life or At-Large Members in good standing in the club that they represent. The Club's Secretary shall give written notification of the delegates to the District Secretary prior to any Convention.  In the event any chartered club fails to certify the election of its delegates and alternates as herein set forth, the District Convention Committee on Credentials shall have the right to determine the seating of the delegates or alternates for the club.

B.      At-Large Delegates. The following individuals shall be voting delegates:

  1. District Officers and members of the District Board of Directors;

  2. Past District Presidents having membership in a club within the district;

  3. National Officers and members of the National Board having membership in a club within the district;

  4. Past National Presidents having membership in a club within the district.

 

Section 4. All delegates listed in Section 3 of this Article shall be entitled to vote on any question submitted at any convention provided the delegate is registered on the rolls of the convention no later than beginning of the business session at which District Officers and members of the District Board of Directors are elected. There shall be no voting by proxy.

Section 5. Each delegate shall have one (1) vote on any question coming before the convention and may take part and vote only in person. A majority vote of those members present and voting shall govern. No At-Large delegate may at the same time be a delegate from a club and no individual may be a delegate from two clubs at the same time. No delegate may vote in two districts because of holding membership in two districts.

Section 6. Committees. Prior to each annual convention, the District President shall appoint the following committees of at least three (3) Exchangites and shall designate the chairman thereof.

A.     Convention Committee on Credentials. The Credential Committee shall inspect credentials and qualifications of all delegates, certify all accredited delegates and report thereon to the Convention prior to any vote being taken by the District Convention.

B.      Convention Committee on Elections. The Elections Committee shall have general charge of the election and the distribution of ballots at the Convention.

C.     Convention Committee on Resolutions. The Resolutions Committee shall consider all resolutions and make recommendations thereon. The Committee shall also have the authority to originate resolutions and to modify, combine and edit all resolutions submitted.

Section 7. A Convention quorum shall be representation from not less than thirty-three percent (33%) of all chartered clubs within the district.

 

 

 

ARTICLE X

Nomination and Election of Officers and Directors

 

(Standard)

Section 1. The election of officers and other members of the District Board of Directors shall be held at the annual convention.

 Section 2. At least forty-five (45) days prior to each annual convention, the District President-Elect shall appoint a District Committee on Nominations. The committee shall be comprised of one Exchangite from each division of the District. The Immediate Past District President shall serve as chairman. The Nominating Committee shall present at least one candidate, who must be registered and in attendance at the convention as a delegate.

 Section 3. All suggested candidates for the office of District President-Elect, Vice President(s), District Secretary, District Treasurer and members of the Board of Directors must be forwarded to the District Secretary or the Immediate Past District President not less than thirty (30) days prior to the date designated for the annual convention.

 Section 4. Nothing contained in these Bylaws shall be construed as limiting the right to make further nominations from the floor of the annual convention, except anyone nominated from the floor must be registered and in attendance at the convention as a delegate.

(Alternate)

Section 1.  The election of officers shall be held at the annual convention. The election of Club Representatives shall be held not less than thirty (30) days prior to the date designated for the annual convention at a duly called club meeting.

 Section 2. At least forty-five (45) days prior to each annual convention, the District President-Elect shall appoint a District Committee on Nominations. The committee shall be comprised of one Exchangite from each club in the District. The Immediate Past District President shall serve as chairman. The Nominating Committee shall present at least one candidate, who must be registered and in attendance at the convention as a delegate.

  Section 3. The names of all suggested candidates for the office of District President-Elect, Vice President(s), District Secretary, and District Treasurer and all duly elected Club Representatives must be forwarded to the District Secretary or the Immediate Past District President not less than thirty (30) days prior to the date designated for the annual convention.

 Section 4. Nothing contained in these Bylaws shall be construed as limiting the right to make further nominations for District Officers from the floor of the annual convention, except anyone nominated from the floor must be registered and in attendance at the convention as a delegate

 

Section 5. No person shall be nominated for any office who is not fully cognizant of the duties of that office and without consenting to such nomination being first obtained.

(Standard)

Section 6. Should any District Director desire to seek another office at the end of the first year of a two-year term, a letter of resignation must be submitted to the District Board of Directors for action at its pre-convention meeting. The resignation must be accepted and shall take effect when his/her successor is installed.

(Alternate)

Section 6. Intentionally omitted.

Section 7. No person may be a candidate for two offices at the same convention.

 

(Standard)

Section 8. All of the elective officers shall be chosen by paper ballot by the delegates present and voting.  In the event there is only one candidate for an office to be filled, the election may be by voice vote after nominations have been closed and prior to voting for contested offices.

(Alternate)

Section 8. All of the elective officers shall be chosen by paper ballot by the delegates present and voting, except that Club Representatives shall be elected by their own Club as set forth above.  In the event there is only one candidate for an office to be filled, the election may be by voice vote after nominations have been closed and prior to voting for contested offices.

Section 9. A majority of all votes cast shall be necessary for elections to any office. In the event that any ballot cast does not show a majority for any candidate for any particular office, the District President shall designate a time and place for further balloting. Prior to the second ballot, the two candidates having the highest number of votes on the first ballot shall be the only candidates on the second ballot.

Section 10. Cumulative voting shall not be permitted. 

 

 

 

 

ARTICLE XI

Revenue 

 

 

Section 1.  Each club shall pay to the district per capita annual dues in the amount of $_________ , payable quarterly in advance per Active, Active Honorary, At-Large, Business and Life Membership of each club as reported to The National Exchange Club by the Club's Secretary at June 30, September 30, December 31 and March 31; however, Collegiate Clubs shall pay to the district per capita annual dues in the amount of $__________, payable on October 1 and January 1 per member of each such club as reported to The National Exchange Club by the Club's Secretary at September 30.  Dues for Collegiate Club members joining on or after October 1 shall be collected on a pro-rata basis.  Excel Clubs and Junior Excel Clubs shall pay to the district per capita annual dues in the amount of $________, payable on January 1, per member of each such club, as reported to The National Exchange Club. Per capita annual dues shall include the yearly subscription price for the official publication of this district for each club member.

 

Section 2. No financial obligations other than the per capita annual dues herein provided, and district convention or meeting registration fees, if any, shall be placed upon the clubs by the district and no voluntary contribution, for any purpose, shall be requested of the clubs by the district without the written approval of the Board of Directors of The National Exchange Club.

Section 3.  A district will receive the sum of $10.00 per quarter (or $40.00 per year) from The National Exchange Club for each Associate Member who resides within the district.

 

 

 

ARTICLE XII

Dissolution

 

Section 1. Upon the dissolution of the district's affairs, or upon the abandonment of the district's activities, the assets of the district then remaining in the hands of the district, shall be distributed, transferred, conveyed, delivered and paid over to The National Exchange Club, a nonprofit organization formed under the laws of the State of Ohio and approved by the Internal Revenue Service.

 

 

ARTICLE XIII

Committees

 

Section 1. There shall be the following committees:

A.     New Club Building

B.      Inter-Club/Fellowship

C.     Exchange Education

D.    Convention

E.      Finance

F.      Membership

G.    Public Relations/Marketing

 

Section 2. Committee functions are outlined in the District Leadership Handbook.

Section 3. Committees shall serve for the administrative year for which they are appointed.

Section 4. The chairman and other members of the committees shall be appointed prior to the beginning of the administrative year by the District President-Elect.

Section 5. Special committees, authorized by the Board of Directors, shall be appointed by the District President and shall perform such duties as assigned.

 

ARTICLE XIV

Fiscal Matters

 

Section 1. The fiscal period of the district shall be from July 1 through June 30 as prescribed by the National Board of Directors.

Section 2. Trust or surety bonds shall be furnished by the District Treasurer, District Secretary and such other officers of this District as the Board of Directors shall direct. The amount of such bonds shall be determined by the Board of Directors.  The cost of such bonds shall be paid by the district.

Section 3. The Board of Directors at its initial board meeting shall adopt a budget for the fiscal year.

Section 4. Total appropriations in the annual budget shall not exceed the gross amount of the anticipated revenue for that year.

Section 5. A copy of the adopted budget must be forwarded to the Executive Vice President of The National Exchange Club for review within ten (10) days following the adoption by the District Board of Directors.

Section 6. The Board of Directors shall determine the official depository or depositories.

Section 7. The Board of Directors shall designate the officer or officers who shall sign checks.

Section 8. The necessary expenses of all District Officers and/or Directors when engaged in business of the district may be paid by the district in accordance with the provisions of the budget.

Section 9. The necessary expenses of the District President and/or other District Officers and Directors incurred in attending any convention of The National Exchange Club may be paid by the district in accordance with the provisions of the budget.

Section 10. Any member club more than sixty (60) days in arrears for any indebtedness to The National Exchange Club or to this district shall be considered not in good standing.

 

ARTICLE XV

Other Administrative Matters

 

Section 1. The administrative year of this district shall coincide with that of The National Exchange Club.

Section 2. The accounts of this district shall be audited not less than annually by a committee appointed by the District President-Elect and report of the audit committee shall be made to the Board of Directors.

           

 

 

ARTICLE XVI

Official Publication

 

Section 1. The District Board of Directors shall have complete charge of and responsibility for the issuance of an official publication that shall be mailed to each member of the district and to any Associate Member for whom the district receives a payment of $10.00 per quarter (or $40.00 per year) from the National Exchange Club.

Section 2. The District President shall appoint the District Bulletin Editor who shall report to the Board of Directors at each Board meeting.

 

 

 

 

ARTICLE XVII

Parliamentary Authority

 

Section 1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the district in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the district may adopt.

 

 

ARTICLE XVIII

Amendments

Section 1. These Bylaws, except Articles I, II, III, IV, V, XII, XV and XIX, which are not amendable, may be amended by a majority vote of the accredited members present and voting at any district convention.

Section 2. Proposed amendments must first be submitted to and approved by the National Committee on Jurisprudence and Laws for proper interpretation and composition prior to being presented to the district convention for consideration.

 Section 3. If duly approved, the proposed amendment must then be mailed to each chartered Exchange Club in the district, Past District Presidents, District Officers and other members of the District Board of Directors, not less than thirty (30) days prior to the date of the convention.

 

 

 

 

 

ARTICLE XIX

Masculine and Feminine Gender

Section 1. Wherever in the Bylaws reference is made to the words "him," "he," "his," and similar references shall be deemed to include, as appropriate, "her," "she," "hers," and similar references, to the end that all distinction between the male and female sexes, for purposes of these Bylaws, shall be deemed eliminated.

 

 

 

BYLAWS OF LOCAL EXCHANGE CLUBS

Effective October 12, 2013

 
PREAMBLE

These are the Bylaws of The _________________ (Exchange Club) (Excel Club) (Junior Excel Club) of ____________, ___________, a member of the ________________ District Exchange Clubs and The National Exchange Club, a Not-for-Profit Corporation organized under the laws of the State of Ohio.  The name of this club shall be as designated by the National Board of Directors.

ARTICLE I

Purposes

Section 1.  The purposes for which this Exchange Club has been chartered by The National Exchange Club are:
A. To actively participate in the establishment of new Exchange Clubs.
B. To benefit our members by providing opportunities for personal development as they participate in the affairs of the club.
C. To promote active participation in the Programs of Service of The National Exchange Club and its national project, the Prevention of Child Abuse, for the betterment of the community.
D. To exemplify the meaning of Exchange in a spirit of "Unity for Service."

ARTICLE II

Powers

Section 1.  The management and policies of this club, not otherwise provided for in these Bylaws, are under the direction of and vested in the Board of Directors.

ARTICLE III

Relationship

Section 1.  This Exchange Club, in order to be a regularly constituted Exchange Club chartered by The National Exchange Club, acknowledges as a part of these Bylaws, the National and District Bylaws as amended.

Section 2.  This club shall be assigned by the National Board of Directors to an appropriate district and region of The National Exchange Club. This club shall have all the rights and privileges of all clubs situated within the district and region assigned by the National Board of Directors.

Section 3.  If, for any cause, the charter granted by The National Exchange Club shall be suspended, revoked, or surrendered, or the club in fact disbands, ceases to exist or becomes dormant, the word "Exchange" will not be used alone or in connection with other words as a club or organization's name, and by such action the club surrenders all rights to the use of the emblem or other insignia. Any assets of the club shall become the property of The National Exchange Club.

ARTICLE IV

Membership

Section 1. The membership of this club shall consist of individuals and entities of good character and community standing.

Section 2.  Each member shall be elected to membership in accordance with the procedures set forth in these Bylaws.

Section 3.  The six categories of membership in a club are:
A. Active Member - Elected in accordance with these Bylaws as approved by the National Board of Directors.
B. Active Honorary Member - Any Active Member who performs a special service for or to the club may be elected by the club's Board of Directors as an Active Honorary Member in recognition of the special services performed. An Active Honorary Member shall be entitled to all rights and privileges of membership.
C. At-Large Member - An Active, Active Honorary, or Life Member may apply to the club's Board of Directors for At-Large status when the member is unable to attend regular club meetings. An At-Large Member shall be entitled to all rights and privileges of membership including the right to vote and represent the club, but may not hold office. At the At-Large Member's request, the member may revert back to his/her former category. 
D. Life Member - Any Active, Active Honorary or At-Large Member may be granted or apply to the club's Board of Directors for Life Membership provided:
(1) the member has been a member of one or more clubs for a total of at least 20 years; or
(2) the member is 65 years of age or older and having been a member of one or more clubs for at least 15 years.
A Life Member shall be entitled to all rights and privileges of membership. Upon election to Life Membership, the club shall remit to the National Exchange Club the sum as provided for in Article XVII of the National Bylaws.
E. Honorary Member - The club shall have the right to elect a person who has never been a member of an Exchange Club as an Honorary Member provided the individual shall have distinguished himself/herself and assisted Exchange in its purposes. An Honorary Member shall not have the right to vote, hold office and shall not be required to pay membership, joining fee or club dues. The National Board of Directors shall set qualifications for Honorary Members. The club shall pay per capita dues as outlined in Article XVII of the National Bylaws.
F. Business Member – Any business entity (partnership, corporation, or LLC) in a community that supports the mission of Exchange may apply to the Club's Board of Directors for a Business Membership.  Each Business Member shall designate a primary contact from the business to receive communications from the club and attend club meetings.  Each Business Member shall also be entitled to designate up to two additional persons from the business who may attend club meetings. Only the primary contact from the business shall be allowed to vote or hold office. Any additional designated person or persons from the business shall not have the right to vote or hold office.

Section 4.  Membership cannot be conveyed or transferred from one person or business to another.  Membership can be acquired only by qualification, reinstatement, or transfer from another Exchange Club, through the regular procedure of proposal and election.

Section 5.  Membership in a chartered club may be had by transfer or reinstatement, providing said member was in good standing at the time of relinquishing membership in the original club. Transfer must be approved by the new club within sixty (60) days of relinquishing membership in the original club. Transfer and reinstatement of membership in all cases are subject to the applying member having been duly elected and accepted in accordance with these Bylaws.

Section 6.  The Board of Directors, for causes, other than failure to pay dues or other charges, duly shown shall have the authority to drop, suspend or expel a member by a two-thirds (2/3) vote of the members of the Board of Directors present and voting at any meeting for which advance  notice of  not less than fifteen (15) days shall be given; provided, further, that written notice stating the grounds  for the action shall have been delivered or mailed to the member and a full and complete hearing afforded the member, if not waived.

Section 7.  Any member who fails to pay dues or other charges within sixty (60) days shall be considered "not in good standing" and may be dropped or suspended from membership by a two-thirds (2/3) vote of the members of the Board of Directors present and voting.

Section 8.  Resignation of membership shall be made in writing to the Secretary and shall be considered by the Board of Directors, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, or other charges previously accrued and unpaid.

Section 9.  An Associate Member of the National Exchange Club is not a member of a club and cannot hold office, vote in a club, or serve as a club delegate.

Section 10.  Membership may also consist of college students/faculty members of good character within the ter¬ritorial limits of a Collegiate Ex¬change Club. 

Section 11.  Membership may also consist of Excel Club and Junior Excel Club members of good character within the community having primary/middle schools and/or high schools (or home schooled).  

 

ARTICLE V

Election of Members

Section 1.  Active. Active Members of this club shall be elected as follows:
A. All applications for membership in this club shall be made in writing to the Secretary on application forms furnished for that purpose. The Secretary shall submit all applications for membership to the Board of Directors for action.
B. The member or representative sponsoring the new member shall sign the application form, and shall furnish such information regarding the person as the Board of Directors may require.
C. A two-thirds (2/3) vote of the members of the Board of Directors present and voting is required to approve an application for membership.
D. After the Board of Directors has approved the proposed member as provided above, the Secretary shall read the name of the proposed member to the general membership of the club at a regular meeting, and a period of one week shall elapse before such member shall be permitted to qualify by paying the required joining fee. During such week, should any objection be filed against the election of membership of the proposed member, the same shall be reduced to writing and signed by the member making such objection, and given to the Secretary who refers it to the Board of Directors.
E. If an objection to a proposed member is filed, the decision of the Board, if in favor of membership must be at least a two-thirds (2/3) vote of those members of the Board of Directors present and voting.
F. It shall be the duty of the Secretary to notify the proposed member of election to membership either by direct communication or through the recommender.
G. An application may be withdrawn by the recommender at any time. Each application is subject to an election, a rejection or to being placed on a waiting list to be acted upon at some future date.
H. Proposed members who are duly elected shall not be permitted to claim membership until the joining fee together with all prorated charges have been paid.

Section 2.  Active Honorary. An Active Honorary Member shall be elected in the same manner and by the same procedures as an Active Member. They shall not be required to pay a joining fee but shall be required to pay dues.

Section 3.  At-Large. An Active, Active Honorary or Life Member may apply to the Board of Directors for an At-Large Member status. The At-Large Member shall remit to the club monthly or quarterly dues as prescribed in these Bylaws.

Section 4.  Life. A Life Member shall be elected in the same manner and by the same procedure as an Active Member. (See Article IV, Section 3-D.)

Section 5.  Honorary. Honorary Members shall be elected in the same manner and by the same procedures as an Active Member; however, they shall not be required to pay a joining fee or dues. (See Article IV, Section 3-E.)

Section 6.  Business.  A Business Member shall be elected in the same manner and by the same procedure as an Active Member.  (See Article IV, Section 3-F.)  They shall be required to pay a joining fee as prescribed in Article XII, Section 4, and pay dues.

Section 7.  No individual member of this club, at any time, may represent more than one category of membership.

Section 8.  Leave of Absence. In the event of a prolonged illness, or an enforced absence of a member in good standing, the Board of Directors, in its discretion, upon request, may grant a leave of absence for a period not to exceed ninety (90) days, provided that, for the period of such leave of absence, charges for all dues, (except for meals may be waived) must be paid by the member to whom such leave of absence is granted.

ARTICLE VI

Officers

Section 1.  The officers of this club shall be:

A. President. The President-Elect shall automatically succeed to the office of President at the start of each administrative year. The President shall preside at all meetings of this club and at all meetings of the Board of Directors. He/She shall be its chief executive officer exercising general supervision over the interests and affairs of this club, subject to the direction of the Board of Directors. He/She shall perform such other duties as usually pertain to a Club President in promoting the purposes of this club; and, shall appoint committees as outlined in the Bylaws.

B.   President-Elect. The President-Elect shall:

1. Perform such duties as are assigned to him/her by the President or the Board of Directors. 

2.       In the absence, inability or refusal of the President to perform some or all of the duties, the President-Elect shall perform some or all of his/her duties and have, in connection therewith, the authority of the President.

3.       Should it be determined that the President's absence, inability or refusal to perform some or all of their duties is not temporary, and the President-Elect advises the Board of Directors that they are unable or unwilling to assume those duties and responsibilities at the time, then the Board of Directors by a majority vote shall appoint an Interim President from the Past Presidents to complete the remainder of the unexpired term.  The Immediate Past President may be selected. 

4.       In the event the Immediate Past President is selected and confirmed as the Interim President, the duties and responsibilities of the Immediate Past President on the Board shall be assumed by the most recent consenting Past President for the remainder of the unexpired term.

5. The newly appointed Interim President shall have all the authority and responsibilities of the President as defined, and shall automatically succeed to the office of Immediate Past President at the end of the current fiscal year.

C. Secretary. The Secretary shall:
1. Keep all records of this club and minutes of regular and special meetings of this club and of the meetings of the Board of Directors.
2. Keep the records of membership and submit to the Executive Vice President of The National Exchange Club, membership changes as they occur. The Secretary shall also submit to the Executive Vice President of The National Exchange Club and district, such other reports as may be required.
3. Submit to the proper officials and committees all communications received from The National Exchange Club or the district.
4. Make an annual report to the club and at such other times as the Board of Directors may require. The Secretary shall perform such other duties as may be assigned by the President or the Board of Directors.
5. At the expiration of the term of office, the Secretary shall deliver over to a successor or to the President all records and any other club property.
D. Treasurer. The Treasurer shall:
1. Receive or collect all fees, dues and other monies constituting the revenue of this club which shall be deposited in such manner as is designated by the Board of Directors. The Treasurer shall disburse these funds in the manner authorized by the Board of Directors.
2. Make an annual report to the club and at such other times as the Board of Directors may require.
3. At the expiration of the term of office, the Treasurer shall deliver over to a successor or to the President all funds, books of account and any other club property.
E. Vice President(s). The Vice President(s), if any, shall perform such duties as may be assigned by the President or the Board of Directors.
F. Immediate Past President. The Immediate Past President shall attain his/her office by succession thereto. It shall be his/her duty to act in an advisory capacity and assist the President and Board of Directors in all matters which may come before them.
Every retiring President shall receive the title of "Past President." In the event of a vacancy in the office of Immediate Past President, the most recent consenting Past President shall fill the position for the remainder of the unexpired term.

Section 2.  The terms of all officers shall be for a period of one administrative year, from July 1 to June 30, or until their successors have been duly elected and assume office. For secretaries and treasurers, a limit of no more than two one-year terms is recommended to develop and enhance leadership in clubs.

Section 3.  The Board of Directors may create one or more Vice Presidents as deemed necessary.

ARTICLE VII

Board of Directors

Section 1.  The officers of this club as defined in Article VI of these Bylaws, together with the directors, [six (6) directors are recommended] shall constitute the Board of Directors.

Section 2.  The terms of the directors shall be for two (2) administrative years or until their successors have been elected and assume office. Their terms shall be staggered.

Section 3.  A vacancy in any office, or in the Board of Directors, shall be filled by a majority vote of the Board of Directors for the unexpired term.

Section 4.  The Board of Directors shall meet monthly at such times and places as may be determined by action of the Board of Directors.

Section 5.  Special meetings of the Board of Directors may be called by the President or at the request of any three (3) directors, provided that before the meeting is held at least forty-eight (48) hours notice be given personally or by mail or telephone to each member of the Board of Directors.

Section 6.  At a regular or special meeting of the Board of Directors, a majority of the members shall constitute a quorum, and a majority vote of those present shall decide a question, with the exception of those questions for which a greater proportion is specifically required in the Bylaws of this club.

Section 7.  The Board of Directors, for cause duly shown, may remove any officer or director from office by a two-thirds (2/3) vote of the members of the Board of Directors present and voting at any meeting for which advance notice of not less than fifteen (15) days shall be given; provided, further, that written notice, stating the grounds  for removal from office shall have been delivered or mailed to the officer or director, and a full and complete hearing is afforded the officer or director, if not waived.

Section 8.  If it shall appear to the Board of Directors that a duly elected director is unable or unwilling to discharge the duties of the office, or otherwise has failed to assume and discharge the duties and responsibilities of the office, the Board of Directors may declare the office vacant and the vacancy shall be filled in accordance with the provisions for filling vacancies.

ARTICLE VIII

Election of Officers and Board of Directors

Section 1.  The President shall appoint a Nominating Committee and shall designate its chairman, whose duty shall be to present to the club at its annual election meeting the names of the persons nominated as officers and directors of the club.

Section 2.  Additional candidates may be nominated from the floor.

Section 3.  All officers and directors shall be chosen by ballot except when nominations are unopposed when only a voice vote is needed to elect. A majority of all votes cast shall be necessary for the election of an officer or other member of the Board of Directors of this club.

ARTICLE IX

Conventions

Section 1.  This club shall be entitled to representation in district and National Conventions by voting delegates provided the club is in good standing with the district and The National Exchange Club.

Section 2.  Voting delegates at all conventions shall be the Club's President, President-Elect, Immediate Past President, Secretary and Treasurer, and three (3) voting representatives for the club's first twenty-five (25) members and one voting representative for each additional twenty-five (25) members based on the membership report at March 31 preceding the convention. An alternate may be elected for any voting delegates.

Section 3.  The club shall be considered not in good standing and its delegates not eligible to vote in the District and National Convention, if the club is more than sixty (60) days in arrears for indebtedness to the district and/or The National Exchange Club.

ARTICLE X

Committees

Section 1.  The Board of Directors may establish such committees as may be necessary to successfully operate the club.

Section 2.  Suggested committees and their functions are outlined in the Club Leadership Handbook.

Section 3.  The President also shall appoint such other committees as may be authorized by the Board of Directors or as the President may deem necessary.

ARTICLE XI

Fiscal Matters

Section 1.  The fiscal period of this club shall be from July 1 through June 30, as prescribed by the National Board of Directors.

Section 2.  The official quarterly membership or operating periods of this club shall begin July 1, October 1, January 1 and April 1 of each year, except the official annual membership period of an Excel Club or a Junior Excel Club shall be September 30.

Section 3.  Trust or Surety Bonds shall be furnished by the Treasurer and Secretary and such other officer or committee chairman as the Board of Directors shall designate. The amount of such bond shall be determined by the Board of Directors. The cost of such bond shall be paid by the club.

Section 4.  The Board of Directors shall adopt in advance of the next fiscal period an annual operating budget covering all activities of the club.

Section 5.  Any motion, resolution or proposed action involving the expending of club funds, not in the approved budget, brought before any regular or special meeting of this club shall be referred, without motion or vote, by the President, or member presiding, to the Board of Directors for its consideration, recommendation and report to the club, before a vote by the club on any such motion, resolution or proposed action may be taken.

Section 6.  No financial obligation or indebtedness shall be incurred for any one fiscal year by this club, or its officers, Board of Directors or standing or special committees, which amount is in excess of the anticipated revenue for the fiscal year, except with the concurrence of a two-thirds (2/3) vote of the members present and voting at any regular meeting of this club.

Section 7.  All club funds shall be deposited and held in the name of the club in the depository or depositories designated by the Board of Directors. Officers authorized to sign checks shall be designated by the Board of Directors.

Section 8.  The Board of Directors shall require two separate bank accounts, one for club operations and one for club-sponsored projects or activities. All revenue derived from member dues, fees and meals, shall be deposited in the club's operating account. The net proceeds of any fund-raising activity in the community shall be deposited in the club's projects or activities account. Only club operating expenses such as meals, supplies, dues and fees payable to The National Exchange Club and the district, can be paid out of the operating account. Club projects or activities conducted in the community, must be paid for out of the club's projects or activities accounts. Exchange educational activities may properly be paid from the club's project or activities accounts. The two accounts are not interchangeable, and use of these funds for any other purpose other than those stated is prohibited.

Section 9.  The Board of Directors shall pass upon and approve all invoices payable, and authorize the payment thereof, except such invoices as are rendered by The National Exchange Club or by the district of which this club is a member which shall be paid upon being received, or within the time specified by the respective Bylaws of The National Exchange Club and the district, without action by the Board of Directors.

Section 10.  The accounts of this club shall be audited not less than annually by a committee appointed by the President-Elect and a report made to the Board of Directors no later than the first Board meeting of the fiscal year.

Section 11.  This club is exempt from the payment of federal income tax under the provisions of Section 501(c)(4) of the Internal Revenue Code of 1954 as a chartered club of The National Exchange Club.

ARTICLE XII

Dues

Section 1.  Club dues and/or meal charges, if applicable, for all membership categories shall be as determined by the club membership upon recommendation of the Club's Board of Directors.

Section 2.  Dues and/or meal charges shall be payable annually (quarterly) (monthly) in advance.

Section 3.  Each reinstated or transfer member, when qualifying for membership, as determined by the club membership upon recommendation of the Club's Board of Directors, shall pay to the Treasurer a membership or joining fee in an amount determined by this Club's Board of Directors.

Section 4.  Each new Active, Active Honorary, or At-Large Member, when qualifying for membership, shall pay to the Treasurer a joining fee as determined by the Board of Directors in the minimum amount of $25.00. Each Collegiate Club Member, when qualifying for membership, shall pay to the Treasurer a joining fee in hte minimum amount of $12.50. Each new Business Member, when qualifying for membership, shall pay to the Treasurer a joining fee as determined by the Board of Directors in the minimum amount of $50.00.

ARTICLE XIII

Emblem and Motto

Section 1.  All members shall be entitled to wear the emblem and/or other insignia, as may from time to time be adopted by the National Board of Directors.

Section 2.  The motto "Unity for Service," and the titles "Exchange Club," "Excel Club", "Junior Excel Club",  the "Exchange Club Covenant of Service" "Exchangite" and any emblem, seal or insignia of The National Exchange Club, shall not be used for purposes other than those authorized by the National Board of Directors.

ARTICLE XIV

Meetings

Section 1.  This club shall hold its regular meeting on such day and at such place as shall be determined by the Board of Directors. Regular meetings of this club shall be held throughout the year, and at least two times each month.

Section 2.  Special meetings of this club shall be called by the President or when requested by a majority of the members of the Board of Directors.

Section 3.  The annual election meeting of this club shall be held not earlier than the first meeting in March and not later than the last meeting in April.

Section 4.  The annual business meeting of this club, at which reports shall be made by the President, the Secretary and the Treasurer, for the administrative year just being brought to a close, shall be held not later then the last meeting in June.

ARTICLE XV

Other Administrative Matters

Section 1.  Reports required by The National Exchange Club shall be submitted within the deadlines prescribed.

Section 2.  An annual report shall be submitted as required by the Internal Revenue Service on an official form furnished by the Internal Revenue Service.

Section 3.  The administrative year of the club shall coincide with The National Exchange Club's.

Section 4.  This club is authorized to sponsor the organization of an Exchangette Club or youth groups upon application to and certification by the Executive Vice President of The National Exchange Club.

ARTICLE XVI

Official Publication

Section 1.  The Board of Directors shall publish or cause to be published, under its supervision, a club bulletin which shall be the official publication of the club. This publication shall be provided, not less than monthly to each member of the club.

ARTICLE XVII

Parliamentary Authority

Section 1.  The current edition of Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.

ARTICLE XVIII

Amendments

Section 1.  With the exception of articles I, II, III, IV, XI, XIII, XV, XVII, XVIII and XIX, which are not amendable, these Bylaws may be amended by a majority vote of the voting members present and voting at any regular meeting of this club. All proposed amendments must be approved by the National Committee on Jurisprudence and Laws prior to being mailed to the club members for consideration.

Section 2.  A copy of the proposed amendments shall be mailed to all members of this club not less than thirty (30) days prior to the date set for the regular meeting of this club at which time the amendments shall be voted on.

Section 3.  An Exchange Club may change its name upon written application to the National Board of Directors, which must approve the name change before it becomes effective.

ARTICLE XIX

Masculine and Feminine Gender

Wherever in these Bylaws reference is made to the words "him," "he," "his," and similar references shall be deemed to include, as appropriate, "her," "she," "hers," and similar references, to the end that all distinction between the male and female sexes, for purposes of these Bylaws, shall be deemed eliminated.